SERN KOU RESOURCES BERHAD (COMPANY NO. 519103-X) PROPOSED ACQUISITION OF LAND AND FACTORY ERECTED ON THE LAND EQUIPPED WITH MACHINERIES TOGETHER WITH SAWMILL OPERATING LICENCE BY VALUED PRODUCTS (M) SDN BHD, A WHOLLY OWNED SUBSIDIARY OF SERN KOU RESOURCES BERHAD FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA FIFTEEN MILLION (RM15,000,000.00) AND LICENCE PRICE OF RM1.00 RESPECTIVELY. 1. INTRODUCTION The Board of Directors of SERN KOU RESOURCES BERHAD ( Sern Kou or the Company ) is pleased to announce that its wholly owned subsidiary, VALUED PRODUCTS (M) SDN. BHD. ( VPSB or the Purchaser ) has on 7 April 2016 entered into a conditional sale and purchase agreement ( SPA ) with KILANG PAPAN GALAS SETIA (M) SDN BHD ( KPGSSB or the Vendor ) and DELUXE WOOD PRODUCTS (M) SDN. BHD ( DWPSB or the Licence Holder ) (KPGSSB and the Licence Holder are collectively referred to as Vendors )), to acquire all that piece of leasehold industrial lands held under PN5314 (Lot. 5511), PN5315 (Lot. 5512), PN5316 (Lot. 5513), PN5317 (Lot. 5514), PN5318 (Lot. 5515), PN5319 (Lot. 5515) and PN5320 (Lot. 5517), all located at Bandar Gua Musang, Jajahan Gua Musang, Kelantan (collectively referred to as the Land ) with a total area measuring approximately 68,179 square meters (equivalent to 16.85 acres) and factory buildings equipped with machinery erected on the Land together with sawmill operating licence ( Properties ) for a total cash consideration of Ringgit Malaysia Fifteen Million (RM15,000,000.00) and Licence Price of RM1.00 respectively excluding goods and services tax (together referred to as Purchase Price ) subject to terms and conditions in the SPA ( Proposed Acquisition ). 2. DETAILS OF THE PROPOSED ACQUISITION 2.1. Proposed Acquisition The Proposed Acquisition entails the proposed acquisition of the Properties by VPSB from the Vendors on as is where is basis and subject to all conditions and restrictions in the title to the Properties express or implied, and free from all encumbrances, interest, caveats and claims (save for private caveat(s) lodged by or on behalf of VPSB or VPSB s financier, if any), at the Purchase Price and upon the terms and conditions in the SPA. 2.2. Information on VPSB VPSB was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 6 th January 1995 under its present name. It is principally involved in manufacturing, processing and trading of all kinds of timber, wood and related products. As at 26 th November 2015, VPSB has an authorized share capital of Ringgit Malaysia Five Million (RM5,000,000.00) comprising five million (5,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each, of which Ringgit Malaysia Five Million (RM5,000,000.00) comprising five million (5,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each have been issued and fully paid up. 2.3. Information of the Properties Details of the Properties are as follows:- 1
Land : All that piece of Leasehold industrial land held under : PN No Lot No Sq Metres Acres 5314 5511 9,911 2.45 5315 5512 10,850 2.68 5316 5513 9,737 2.41 5317 5514 9,060 2.24 5318 5515 10,052 2.48 5319 5516 9,553 2.36 5320 5517 9,016 2.23 Total 68,179 16.85 Mukim Distrct State Address : Bandar Gua Musang : Jajahan Gua Musang : Kelantan Darul Naim : No.148-154 Kawasan Perindustrian Gua Musang, 18300, Gua Musang, Kelantan Darul Naim. Tenure : Leasehold for a period of ninety nine (99) years and expiring on 20 November 2100 Category of land use Existing use Proposed use Restriction in interest : Industrial : Operating as sawmill factory : Operating as sawmill factory : (i) cannot be transferred, lease, or charge without the consent of the State Authority; (ii) can be transferred to a first Malay Kelantanese buyer and the first Malay Kelantanese buyer may charge this property to any of the licensed institutions set out under Schedule D Malay Reservations Enactment, 1930 and within Schedule 26A Land Enactment of Kelantan, 1938; (iii) is exempted from consent if charged to any licenced bank or licensed financial institutions set out under Schedule D Malay Reservations Enactment, 1930 and within Schedule 26A Land Enactment of Kelantan, 1938. Existing encumbrance : Currently a private caveat in favour of OCBC Bank (Malaysia) Berhad under Pers. No.349/ 2013 dated 25 March 2013 over the Land Net book value/ cost of investment : The Company is not privy to the audited financial statements of the Vendor. As such, the Company is not made known of the net book value of the Properties 2
Erected on the Land are three (3) blocks of similar single story open-sided factory which is equipped with sawmill machinery and double storey labour quarters. A summary of the description, gross floor area and age of the said buildings is set out as follows: Building Description Gross Floor area Age of the Building (Sq metres) Factory A Single Storey 4,459.35 4 years Factory B Single storey 4,459.35 4 years Factory C Single storey 2,229.68 4 years Workers Quarters Double Storey 624.31 4 years Total 11,772.69 The Properties to be sold are inclusive of all fixture and fittings, furniture, equipment, appliance, plants and machinery and all other movable assets currently found thereon the Properties or therein the Properties, stock and barrel (On where-is-as-is basis) and the sawmill operating licence are free from all encumbrances and with vacant possession. 2.4. Information on the Vendor KPGSSB is a private limited company incorporated in Malaysia on 30 th April 1987 under the name of Kilang Papan Galas Setia (Kelantan) Sdn Bhd. On 2 nd June 2004, KPGSSB s name was changed to its present name. The principal activity of KPGSSB is sawmilling and dealing in saw timber. The present authorized capital of KPGSSB is Ringgit Malaysia Five Million (RM5,000,000.00) divided into five million (5,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each, of which Ringgit Malaysia Two Million Two Hundred and Ten Thousand (RM2,210,000.00) comprising two million two hundred and ten thousand (2,210,000) ordinary shares of Ringgit Malaysia One (RM1.00) each have been issued and fully paid-up. At present, the directors of KPGSSB are Dato Lock You Seng, Lock You Hua, Datin Chen Chui Ngoh, Lock Yu Bang and Lock Yih Sheng. The shareholding of KPGSSB and respective shareholdings in KPGSSB are set out as follows: Name of shareholders No of KPGSSB shares held Percentage Dato Lock You Seng 1,130,000 51.1% Deluxe Wood Product (M) Sdn Bhd 1,032,900 46.7% Lock Yih Sheng 22,100 1.0% Lock Yu Bang 25,000 1.2% Total 2,210,000 100.00% 2.5. Information on Licence Holder DWPSB is a private limited company incorporated in Malaysia on 20 th March 1982 under its present name. It is principally involved as general logs merchant, logging and investment holding. 3
The present authorized capital of DWPSB is Ringgit Malaysia Five Million (RM5,000,000.00) divided into five million (5,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each, of which RM1,696,175 comprising 1,696,175 ordinary shares of RM1.00 each have been issued and fully paid-up. At present, the directors of DWPSB are Dato Lock You Seng, Lock You Hua, Datin Chen Chui Ngoh, Lock Yu Bang and Lock Yih Sheng. The shareholders of DWPSB and respective shareholdings in DWPSB are set out as follows: Name of shareholders No of DWPSB shares Percentage held Dato Lock You Seng 1,096,426 64.64% Lock You Hua 33,924 2.00% Datin Chen Chui Ngoh 530,902 31.30% Lock Yu Bang 34,923 2.06% Total 1,696,175 100.00% 2.6. Basis of Arriving at the Purchase Price The Purchase Price is derived at on a willing buyer willing seller and on a as-is-where-is basis after taking into consideration the market value of Ringgit Malaysia Sixteen Million and Eight Hundred Thousand (RM16,800,000.00) as opined by MESSRS. HASB CONSULTANTS SDN BHD, an independent registered valuer, appointed by VPSB to assess the market value of the Land (excluding the equipment, the machinery and the sawmill operating licence). Based on the valuation report dated 23 rd February 2016, in arriving at the Market Value of the subject property, the valuer has adopted a combination of the Comparison and Cost Method of Valuation. 2.7. Source of Funding The Purchase Price of the Properties will be funded via a combination of bank borrowings and internally generated funds, the proportion of which will be determined at a later date. 2.8. Liabilities to Assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by VPSB and Sern Kou pursuant to the Proposed Acquisition. 3. FINANCIAL EFFECT OF THE PROPOSED ACQUISITION 3.1. Share Capital The Proposed Acquisition will not have any effect on the issued and paid-up share capital of Sern Kou as the consideration is satisfied entirely by cash. 3.2. Earning and Net Assets The Proposed Acquisition will not have any material effect on the earnings and net assets of the Sern Kou Group for the financial year ending 30 th June 2016 as the Proposed Acquisition is only expected to be completed in the first quarter financial year ending 30 th June 2017. 4
Barring any unforeseen circumstances, the Proposed Acquisition is expected to contribute positively to the earnings of the Sern Kou Group in the future. 3.3. Substantial Shareholders shareholdings The Proposed Acquisition will not have any effect on the shareholdings of the substantial shareholders of Sern Kou Group as it is satisfied entirely by cash. 3.4. Transactions with the Vendors and Licence Holders There have been no transactions between Sern Kou and its subsidiaries ( Sern Kou Group ) and the Vendors and Licence Holder for the preceding twelve (12) months up to the date of this announcement. 3.5. Gearing As highlighted in item 2.7 above, the Purchase Price will be funded via a combination of bank borrowings and internal generated fund. In this regard, based on the Sern Kou Group s audited consolidated net assets of Ringgit Malaysia Sixty Three Million Seven Hundred and Fifty Thousand (RM63,750,000.00) and total net borrowing of Ringgit Malaysia Twenty Five Million Eight Hundred and Fifty Thousand (RM25,850,000.00) as at 30 th June 2015 and on the assumption that eighty percent (80%) of the Purchase Price of the Proposed Acquisition will be financed via bank borrowing, the net gearing ratio after the Proposed Acquisition of Property and licence will increase the gearing of the Sern Kou Group from zero point four (0.40) times to zero point six (0.60) times. 4. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of Sern Kou. Nevertheless, the Proposed Acquisition is subject to the consent of the Kelantan State Authority for the issuance of the State Authority Consent for the sale and transfer of the Properties and Licence from KPGSSB and DWPSB to VPMSB. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors and/or major shareholders of Sern Kou or persons connected to them have any interest, direct or indirect, in the Proposed Acquisition. 6. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition is to cater for the expanding production activities which shall form part of the Sern Kou Group s on-going business expansion. The Properties are located at Kawasan Perindustrian Gua Musang close to the forestry trees/ timbers owned by the Sern Kou Group. The close vicinity of this factory enables Sern Kou Group to have better control over production costs as well as quality of their products, leading quicker time-market, more efficiency and greater economies of scale. 7. SALIENT TERMS OF THE PROPOSED ACQUISITION 7.1. Time and Manner of Payment Upon execution of the SPA, VPSB shall pay the Purchase Price in the following manner:- 5
(i) Ringgit Malaysia Seven Hundred and Fifty Thousand (RM750,000.00) ( Deposit ) to the Vendors solicitors as stakeholders. The Vendors solicitors shall release the Deposit to the Vendors upon receipt of the original State Authority Consent and shareholders approval from the Vendors and Licence Holder for the disposal of Land and buildings, plant and machinery on the Land and transfer of licence to the Purchaser; and (ii) on the date on which the SPA becomes unconditional pursuant to clause 5.1 of the SPA ( Unconditional Date ), pay the Purchaser s Solicitors the real property gain tax sum of Ringgit Malaysia Four Hundred and Fifty Thousand only (RM450,000.00) only, the receipt of which the Vendor acknowledges to be paid by the Purchaser s Solicitors to the directors general no later than Thirty (30) Working Days from the Unconditional Date pursuant to clause 12 of the SPA and the Licence Price to DWPSB; and (iii) The balance Purchase Price of Ringgit Malaysia Thirteen Million and Eight Hundred Thousand (RM13,800,000.00) ( Balance Purchase Price ) shall be paid to the Vendor s Solicitors to hold as stakeholders on or before the expiry of three (3) months from unconditional date (i.e. the date that all conditions precedent of the SPA have been fulfilled) ( Completion Date ) who shall release to the Vendors in accordance to the terms and conditions in the SPA. 7.2. Extension of Completion period In the event VPSB shall fail to pay the Balance Purchase Price within the period of three (3) months from the Unconditional Date ( Completion Period ), the Vendor shall automatically grant to VPSB an extension period of three (3) months from the expiry of the Completion Period ( Extended Completion Period ) to pay the Balance Purchase Price provided always that VPSB shall pay the Vendor interest on the unpaid amount at the rate of eight per centum (8%) per annum calculated on a daily basis commencing from the day immediately after expiry of the Completion Period thereof till the date the Balance Purchase Price is fully paid. 7.3. Conditions Precedent The SPA is conditional upon the following being obtained: (i) The receipt of the original state authority consent from the Vendor s solicitors for the sale and transfer of the Land and whole factory, equipment and machinery in favour of VPSB ( State Authority Consent ) with the original State Authority Consent being deposited with VPSB s solicitors; and (ii) The Vendor and Licence Holder has respectively obtained its directors and shareholders approval to sale and transfer of the Properties and sawmill operating licence in favour of VPSB ( where applicable), Whichever shall be the later within the period of six (6) months from the date of the SPA. 7.4. Delivery of Vacant Possession Vacant possession shall be delivered to VPSB free from all circumstances within three (3) working days of receipt of the Balance Purchase Price together with late payment interest (if any) and apportioned outgoings (if any) have been deposited with the Vendor s solicitors as stakeholders within the Completion Period of the Extended Completion Period provided always that the Vendors solicitors shall forward the calculation of the apportionment of outgoings and all current quit rent, assessment, and other relevant receipts pertaining to the Property paid up to date to VPSB s solicitors within two (2) working days from the date 6
of receipt of the Balance Purchase Price. The Vendor and the Purchaser shall on delivery of vacant possession conduct a joint inspection of the equipment and machinery set out in the Schedule of the SPA. 7.5. Late Delivery of Vacant Possession In the event the Vendor defaults in handling over vacant Possession of the Property within three (3) working days, interest shall be payable by the Vendor at the rate of eight per centum (8%) per annum of the Purchase Price calculated daily as from the due date for the delivery of vacant possession until the date of actual handing over of vacant possession. 8. DIRECTORS S STATEMENT The Board of Directors of Sern Kou is of the opinion that the Proposed Acquisition is in the best interest of the Sern Kou Group. 9. THE PROSPECT AND RISK FACTORS OF THE PROPOSED ACQUISITION 9.1. Prospect Sern Kou and its subsidiary companies are principally involved in design, manufacture of all kind of timber, wood and related products. In addition to these, the Sern Kou Group also involves in saw milling, trading of saw timber and logs, kiln-drying operations. The Proposed Acquisition from KPGSSB and DWPSB would allow Sern Kou Group to own a readily operational sawmill factory. With the Proposed Acquisition, the Sern Kou is adequately positioned to venture into production of veneer and plywood, thereby allowing the Sern Kou Group to offer a more complete range of timber related products to its existing and potential customers. The said factory has gross floor areas of 11,772 sq metres, which is more than sufficient for purpose of its existing operations which takes up approximately seventeen percent (17%), the remaining space of approximately eighty three (83%) is intended to be utilised by VPSB for storing of its finished goods as well as for future expansion of existing manufacturing operations. The Proposed Acquisition from the Vendors would enable VPSB to further enhance the existing manufacturing operations and may derive benefits in terms of capital appreciation in the long run. 9.2. Risk of non-completion of the SPA The completion of the SPA is conditional upon, amongst others, the conditions precedent as set out in Section 7.3 above, being met. In the event that the conditions precedent are not met, the SPA shall be terminated, which will result in the Sern Kou Group not being able to derive the benefits that it foresees from undertaking the Proposed Acquisition. 9.3. Acquisition risk Notwithstanding that Sern Kou has done the necessary assessment of the merits and risks of the Proposed Acquisition, there can be no assurance that it is able to fully reap the benefits from the Proposed Acquisition. For example, the additional space (of the Properties) may turn out to be inadequate to support the Sern Kou Group s business expansion. Sern Kou Group will take the necessary steps to address and mitigate the above risk factors relating to the Proposed Acquisition. 7
10. ESTIMATED TIMEFRAME FOR COMPLETION DATE Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by first quarter of financing ending 30 June 2017. 11. HIGHEST PERCENTAGE RATION APPLICABLE TO THE TRANSACTIONS PURSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ( BURSA SECURITIES ) The highest percentage ratio applicable to the Proposed Acquisition pursuant to Chapter 10 of the Main Market Listing Requirements of Bursa Securities is 23.5 %. 12. COMPLIANCE WITH THE SECURITIES COMMISSIONS POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES The Proposed Acquisition is not subject to the approval of the Securities Commission and does not fall under the Securities Commission s Policies and Guidelines on the Issue/Offer of Securities or any amendments thereof. 13. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPA is available for inspection at the registered office of Sern Kou at Lot PTD 6019 (Lot 8804) Jalan Perindustrian 1, Kawasan Perindustrian Bukit Bakri, Mukim Bakri 84200 Muar, Johor Darul Takzim, during office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 7 April 2016 8